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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): October 15, 2026
TONIX
PHARMACEUTICALS HOLDING CORP.
(Exact
name of registrant as specified in its charter)
| Nevada | |
001-36019 | |
26-1434750 |
(State or Other Jurisdiction of Incorporation) | |
(Commission File Number) | |
(IRS Employer Identification No.) |
200
Connell Drive, Suite 3100, Berkeley Heights, New Jersey 07922
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (862) 799-8599
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class | |
Trading Symbol(s) | |
Name of each exchange on which registered |
| Common Stock | |
TNXP | |
The NASDAQ Global Select Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
2.02 |
Results
of Operations and Financial Condition. |
Tonix
Pharmaceuticals Holding Corp. (the “Company”) is disclosing selected preliminary operating results for the quarter ended
September 30, 2026.
For
the three months ended September 30, 2026, the Company’s net revenue for TONMYA is estimated to be between $14.0 million and $15.0
million.
As
of September 30, 2026, the Company estimates that its cash and cash equivalents were approximately $162.8 million.
The
above information is preliminary financial information for the quarter ended September 30, 2026, and subject to completion. The unaudited,
estimated results for the quarter ended September 30, 2026, are preliminary and were prepared by the Company’s management, based
upon its estimates, a number of assumptions and currently available information, and are subject to revision based upon, among other
things, quarter-end closing procedures and/or adjustments, the completion of the Company’s consolidated financial statements and
other operational procedures. This preliminary financial information is the responsibility of management and has been prepared in good
faith on a consistent basis with prior periods. However, the Company has not completed its financial closing procedures for the quarter
ended September 30, 2026, and its actual results could be materially different from this preliminary financial information, which preliminary
information should not be regarded as a representation by the Company or its management as to its actual results for the quarter ended
September 30, 2026. During the course of the preparation
of the Company’s financial statements and related notes as of and for the quarter ended September 30, 2026, the Company may identify
items that would require it to make material adjustments to this preliminary financial information. As a result, prospective investors
should exercise caution in relying on this information and should not draw any inferences from this information. This preliminary financial
information should not be viewed as a substitute for full financial statements prepared in accordance with United States generally accepted
accounting principles and reviewed by the Company’s auditors.
The
information included in Item 2.02 is incorporated herein by reference.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| |
TONIX PHARMACEUTICALS HOLDING CORP. |
| |
|
|
| Date: October 15, 2026 |
By: |
/s/ Bradley Saenger |
| |
|
Bradley Saenger |
| |
|
Chief Financial Officer |
